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Corporate Governance Statement

VITROX CORPORATION BERHAD

[649966-K]

1.6 Re-election of the Directors

In accordance with the Company’s Articles of Association, one-third or a number nearest to one-third (1/3) of the Board is

subject to retirement by rotation at each Annual General Meeting. The Directors to retire each year are the Directors who have

been longest in office since their appointment or re-election.

The Articles of Association also provide that all Directors shall retire from their office and be eligible for re-election at least

once in every three (3) years. A retiring Director is eligible for re-election. The election of each Director is voted on separately.

The Articles of Association further provide that a managing director can be appointed for a fixed term which shall not exceed

three (3) years.

Any person appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors, shall hold office

only until the next Annual General Meeting and shall then be eligible for re-election.

The profiles of all directors, meeting attendance and the shareholdings in the Company have been furnished in this Annual

Report.

1.7 Directors’ Training

All Directors have attended the Mandatory Accreditation Programme (“MAP”) prescribed by Bursa Malaysia.

Other than Dato’ Seri Kiew Kwong Sen and Prof. Dr. Ahmad Fadzil Bin Mohamad Hani who were not able to attend any training

due to their respective tight traveling schedules, the rest of the Directors of the Company attended various seminars and

training programmes during FY2008 as follows:

1.

Northern Corridor Investment & Trade Dialogue Seminar;

2.

Competency Based Interviewing Skills;

3.

On The Job Training;

4.

Branding: “Jazzing up Your Business” by Dato’ Seri Tony Fernandes

5.

Job Matching & Placement Workshop

6.

Latest Tax Update on Taxation 2008; and

7.

2009 Budget Seminar

In the future, the Board will continue to identify training needs amongst the Directors and enroll the directors for training

programs, as and when required.

2.

Board Committees

The Board, in discharging its fiduciary duties, is assisted by the following Board Committees which have been set up to perform

specific tasks. The terms of reference of each committee have been approved by the Board and comply with the best practices

recommended by the Code:-

Board Committee

Date Established

Executive Committee

7 July 2005

Audit Committee

8 July 2005

All Board Committees are assisted by the Company Secretary.